Texas Codes

Tex. Bus. Orgs. Code § 21.502 (2026)

Certain Procedures Relating To Winding Up

✓ current as of May 2026

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Sec. 21.502. CERTAIN PROCEDURES RELATING TO WINDING UP. To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, or a revocation of a voluntary decision to wind up, a corporation must follow one of the following procedures:

(1) all shareholders of the corporation must consent in writing to the winding up, the reinstatement, the cancellation of an event requiring winding up, or the revocation of a voluntary decision to wind up the corporation;

(2) if the corporation has not commenced business and has not issued any shares, a majority of the organizers or the board of directors of the corporation must adopt a resolution to wind up, to reinstate, to cancel an event requiring winding up, or to revoke a voluntary decision to wind up; or

(3)(A) the board of directors of the corporation must adopt a resolution:

(i) recommending the winding up, reinstatement, cancellation of an event requiring winding up, or revocation of a voluntary decision to wind up the corporation; and

(ii) directing that the winding up, reinstatement, cancellation of an event requiring winding up, or revocation of a voluntary decision to wind up the corporation be submitted to the shareholders for approval at an annual or special meeting of shareholders; and

(B) the shareholders must approve the action described by Paragraph (A) in accordance with Section 21.503.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions

Cited in 1 case, 2019–2019 · leading case: Dennis W. Berry Marvin G. Berry Bay, Inc. Berry GP, Inc., D/B/A Berry Contracting & Berry Contracting, D/B/A Bay Ltd. v. Kenneth L. Berry, Individually & Kenneth L. Berry, in a Derivative Capacity for Skyeagle, Inc. (Tex. App. 2019).

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Dennis W. Berry Marvin G. Berry Bay, Inc. Berry GP, Inc., D/B/A Berry Contracting & Berry Contracting, D/B/A Bay Ltd. v. Kenneth L. Berry, Individually & Kenneth L. Berry, in a Derivative Capacity for Skyeagle, Inc. (Tex. App. 2019). “See TEX. BUS. ORGS. CODE §§ 21.502 (initiation of dissolution); 11.”

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